Representations and Warranties

Example Definitions of "Representations and Warranties"
Representations and Warranties. To induce the Purchaser to enter into this Amendment, each of the Seller Representative and the Sellers hereby represents and warrants to the Purchaser that as of the date hereof, the representations and warranties made by the Sellers in the Existing Agreement are true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent such representation or warranty expressly relates to an earlier date, in which case such representation or... warranty shall be true and correct in all material respects as of such earlier date). View More
Representations and Warranties. To induce the Purchaser to enter into this Amendment, each of the Seller Representative Representative, PISL, PM, Plexus Romania and the Sellers Plexus UK hereby represents and warrants to the Purchaser that as of the date hereof:(a) Representations and Warranties. As of the date hereof, the representations and warranties made by the Sellers in the Existing Agreement are true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent such... representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date). View More
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Representations and Warranties. SPV and each Originator hereby represents and warrants that this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally (whether at law or equity)
Representations and Warranties. The Borrower and each Subsidiary Guarantor, by signing below, hereby represents and warrants to the Administrative Agent and the Lenders that: (i) the Borrower and each Subsidiary Guarantor has the legal power and authority to execute and deliver this Amendment; (ii) the officers executing this Amendment on behalf of the Borrower and each Subsidiary Guarantor have been duly authorized to execute and deliver the same and bind the Borrower or such Subsidiary Guarantor with respect to the... provisions hereof; (iii) the execution and delivery hereof by the Borrower or each Subsidiary Guarantor and the performance and observance by the Borrower and each Subsidiary Guarantor of the provisions hereof do not violate or conflict with the Organizational Documents of the Borrower or any Subsidiary Guarantor or any law applicable to the Borrower or any Subsidiary Guarantor or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower or such Subsidiary Guarantor; (iv) no Default or Event of Default exists under the Credit Agreement, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (v) neither the Borrower nor any Subsidiary Guarantor has any claim or offset against, or defense or counterclaim to, any obligations or liabilities of the Borrower or such Subsidiary Guarantor under the Credit Agreement or any other Loan Document; (vi) this Amendment constitutes a valid and binding obligation of the Borrower and each Subsidiary Guarantor in every respect, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies; and (vii) each of the representations and warranties set forth in Article V of the Credit Agreement is true and correct in all material respects as of the date hereof, except to the extent that any thereof expressly relate to an earlier date. View More
Representations and Warranties. The Borrower represents and warrants (it being understood that, for purposes of the representations and warranties made in the Bridge Loan Documents on the Closing Date and on the date hereof, such representations and warranties shall be construed as though the Transactions have been consummated) to the Administrative Agent and each of the Lenders that (a) the representations and warranties set forth in Article III and in each other Bridge Loan Document shall be true and correct in all material... respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (b) no Event of Default or Default shall have occurred and be continuing View More
Representations and Warranties. The Company hereby represents and warrants to the Administrative Agent and to each of the Lenders, as of the Amendment Effective Date (as defined below), that: (a) The execution, delivery and performance by the Company of this Amendment have been duly authorized by all necessary corporate or other organizational and, if required, stockholder or other equityholder action. This Amendment has been duly executed and delivered by the Company and this Amendment and the Credit Agreement, as amended by... this Amendment, constitutes legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) The representations and warranties of the Company set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date, except in the case of any such representation or warranty that expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects on and as of such earlier date. (c) On and as of the Amendment Effective Date, after giving effect to this Amendment, no Default has occurred and is continuing. View More
Representations and Warranties. (a) this Amendment has been duly authorized and duly and validly executed by the Borrower and each of (i) this Amendment and (ii) the Credit Agreement, as amended hereby, constitutes the legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditor's rights generally;(b) all representation and warranties... of the Loan Parties contained in the Loan Documents are true and correct in all material respects as of the date hereof (other than representations and warranties expressly made only as of an earlier date, which representations are true and correct in all material respects as of such earlier date); and(c) no Default has occurred and is continuing on the date hereof. View More
Representations and Warranties. The Borrower hereby represents and warrants as of the date of this Amendment as follows: (a) this Amendment has been duly executed and delivered by it; (b) this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity; and (c)... there is no Event of Default, Unmatured Event of Default, or Servicer Termination Event that is continuing or would result from entering into this Amendment. View More
Representations and Warranties. To induce the Agent and the undersigned Lenders to execute this Amendment, the Borrower hereby represents and warrants to the Agent and such Lenders as follows: 4.1. the execution, delivery and performance of this Amendment have been duly authorized by all requisite action of the Borrower, and this Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to bankruptcy, insolvency, reorganization,... fraudulent transfer, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability; 4.2. each of the representations and warranties in the Credit Agreement are true and correct in all material respects with the same effect as though made on and as of the date hereof (except, in each case, to the extent stated to relate to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date); provided, that if a representation or warranty is qualified as to materiality, the applicable materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this provision; and 4.3. no Event of Default or Potential Event of Default exists under the Credit Agreement or would exist, in each case, after giving effect to this Amendment. View More
Representations and Warranties. To induce the undersigned Lenders to enter into this Agreement, the Borrower represents and warrants as set forth below: (a) this Agreement (i) has been duly authorized, executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights... generally and to general equitable principles (whether considered in a proceeding in equity or at law); and 2 (b) on the Amendment Effective Date, (i) the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects, in each case on and as of such date, with the same effect as though made on and as of such date (unless stated to relate solely to an earlier date, in which case such representatives and warranties will be true and correct in all material respects as of such earlier date) and (ii) no Default or Event of Default has occurred and is continuing. View More
Representations and Warranties. Applicant represents and warrants to the Administrative Agent and each Lender that:The representations and warranties of Applicant set forth in Article IV of the Reimbursement Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to a materiality or Material Adverse Change qualifier, which representations and warranties shall be true and correct in all respects) on and as of the date hereof and no event has occurred and... is continuing or will result from the execution, delivery or performance of this Amendment and the Reimbursement Agreement as amended hereby, which constitutes an Event of Default or a Potential Default.The execution and delivery by Applicant of this Amendment have been duly authorized by proper corporate proceedings of Applicant and this Amendment and the Reimbursement Agreement constitute the legal, valid and binding obligation of Applicant enforceable against Applicant in accordance with their respective terms, subject to the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws of general application affecting rights and remedies of creditors generally. View More
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